Debt and Stock Agreement Advances Bid for Penrod

By THOMAS C. HAYES, Special to The New York Times

Published: May 16, 1990

DALLAS, May 15—
An investor group that includes Richard E. Rainwater, the Fort Worth financier, today took what appeared to be a final step toward completing its bid for control of the Penrod Drilling Company by agreeing to acquire 31.3 percent of Penrod's debt and equity held by four banks.

The transaction would give the Rainwater group 58.6 percent of Penrod's debt and stock, with the rest held by R. D. Smith & Company, a New York brokerage that specializes in securities in bankrupt or financially troubled companies.

A spokesman for the Rainwater partnership, who asked not to be identified, said the group and R. D. Smith shared ''a commonality of interests'' and agreed that Penrod's operations should remain intact.

Was Controlled by Hunts

''Penrod has value as a continuing operation, and we believe that the value will be realized over a period of time,'' he said. Officials of the Rainwater group said earlier this year that they might sell a large stake in Penrod to the public if they gained control.

Penrod was once controlled by the Hunt brothers, who lost control in a bankruptcy agreement in December. It owns the world's largest fleet of offshore drilling rigs, with 37. It also has 47 land rigs.

Most of the offshore rigs are leased by drillers in the Gulf of Mexico, although Penrod is also in the North Sea and Brazil.

The Rainwater group said it would pay $161.3 million, plus interest, for debt in a face amount of $156.5 million held collectively by the Manufacturers Hanover Trust Company, the Bank of Nova Scotia, the Royal Bank of Canada and an affiliate of the Midland Bank of London. Financing has not been arranged, but the two sides agreed that the sale would close before Oct. 31.

The Rainwater group is a partnership led by the Energy Service Company, a drilling supply company in Houston that owns 34 percent of the group. Mr. Rainwater and his family own 24 percent of Energy Service.

Changes Likely

Other partners include Goldman, Sachs & Company, with 17 percent; Natural Gas Partners, a group led by Gamble Baldwin, a former energy analyst at the First Boston Company, with 26.9 percent; a unit of the Bankers Trust Company, with 13.7 percent; Rainwater Inc., at 6.8 percent, and PMJ Investment of Fort Worth, with 1.6 percent.

Several of Energy Service's senior executives, including Carl F. Thorne, the chairman and chief executive, were recruited to the company from Sedco-Forex, a large offshore driller acquired by Schlumberger Inc. in 1984. The Energy Service spokesman would not say that Penrod's senior management, including Marshall Ballard, its chief executive, would be replaced but suggested that operating changes were likely.

The Rainwater group gained its stake in Penrod at a discount. It paid 89 percent of the face value of Penrod debt totaling $293 million in five separate transactions dating to last November.